WESTWARD GOLD INC. (FORMERLY IM EXPLORATION INC.)

MANAGEMENT'S DISCUSSION AND ANALYSIS ("MD&A")

FOR THE YEAR ENDED MARCH 31, 2022

WESTWARD GOLD INC. (FORMERLY IM EXPLORATION INC.)

Management's Discussion and Analysis

For the Year Ended March 31, 2022

Dated - July 26, 2022

Introduction

The following Management's Discussion and Analysis ("MD&A") for Westward Gold Inc. (formerly IM Exploration Inc.) (the "Company" or "Westward" or "WG") has been prepared to provide material updates regarding the business operations, liquidity, and capital resources of the Company for the fiscal year ended March 31, 2022 ("Annual MD&A"). Additional information relating to Westward is available under the Company's SEDAR profile at www.sedar.com.

This MD&A has been prepared in compliance with the requirements of Form 51-102F1, in accordance with National Instrument 51- 102 - Continuous Disclosure Obligations. This MD&A should be read in conjunction with the audited consolidated annual financial statements of the Company for the fiscal years ended March 31, 2022 and 2021, together with the notes thereto. Dollar figures are reported in Canadian dollars, unless otherwise noted. The results for the year ended March 31, 2022 are not necessarily indicative of the results that may be expected for any future periods. Information contained herein is presented as at July 26, 2022, unless otherwise indicated.

The audited consolidated financial statements for the year ended March 31, 2022, have been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue in operations for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. Realization values may be substantially different from carrying values as shown, and the financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.

The mineral properties of the Company are in the exploration stage and, as a result, the Company has no source of operating cash flow. The exploration and development of the Company's properties depend on the ability of the Company to obtain financing.

The Company's future viability will depend upon its ability to secure financing for ongoing exploration activities at its current mineral properties, or the acquisition and financing of any additional mineral properties. If these mineral properties are to be successful, additional funds will be required for development and, if warranted, to place them into commercial production. The sources of future funds presently available to the Company are through the issuance of common shares or through the sale of an interest in any of its properties or assets in whole or in part. The ability of the Company to arrange such financing or the sale of an interest will depend, in part, on prevailing market conditions as well as the business performance of the Company. These events and conditions indicate the existence of a material uncertainty that may cast significant doubt on the Company's ability to continue as a going concern. There can be no assurances that the Company will be successful in its efforts to arrange the necessary financing, if needed, on terms satisfactory to the Company. If additional financing is arranged through the issuance of shares, control of the Company may change, and shareholders may suffer significant dilution.

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WESTWARD GOLD INC. (FORMERLY IM EXPLORATION INC.)

Management's Discussion and Analysis

For the Year Ended March 31, 2022

Dated - July 26, 2022

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Westward's common shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (iii) it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Caution Regarding Forward-Looking Statements

This MD&A contains certain forward-looking information as defined in applicable securities laws (collectively referred to herein as "Forward-lookingStatements"). These statements relate to future events or the Company's future performance. All statements other than statements of historical fact are Forward-looking Statements. Often, but not always, Forward-looking Statements can be identified by the use of words such as "plans", "expects", "budgets", "scheduled", "estimates", "continues", "forecasts", "predicts", "intends", "anticipates" or "believes", or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. The Forward-looking Statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statements.

Forward-looking Statements

Assumptions

Risk Factors

The Company's business objectives and

The operating activities of the Company

Changes in economic and financial

exploration programs for fiscal 2022,

will be consistent with the Company's

market conditions and metals prices;

including further work at the Toiyabe,

current expectations; the Company will

difficulties in completing objectives in a

Turquoise Canyon, and East Saddle

be successful in planning and executing

timely manner or at all; risks associated

properties, and evaluation of other

its objectives, including its exploration

with mineral exploration, including First

mineral exploration opportunities.

program.

Nations consultation and objections, and

challenges in finding suitable properties.

The Company will be required to raise

The operating and exploration activities

Volatility in equity markets; timing and

additional capital in order to meet its

of the Company, and the costs associated

availability of external financing on

ongoing operating expenses and complete

therewith, will be consistent with the

acceptable terms; increases in costs;

its planned exploration activities at the

Company's current expectations; equity

environmental compliance and changes

Toiyabe, Turquoise Canyon, and East

markets, exchange and interest rates and

in environmental and other local

Saddle Properties (as defined herein).

other applicable economic conditions are

legislation and regulation; interest rate

favourable to the Company.

and exchange rate fluctuations; changes

in economic conditions.

Management's outlook regarding future

Financing will be available for the

Metal price volatility; volatility in equity

trends and future uses of cash.

Company's exploration and operating

markets; changes in economic conditions.

activities; the price of metals will be

favourable.

Inherent in Forward-looking Statements are risks, uncertainties, and other factors beyond the Company's ability to predict or control. Please also refer to those risk factors disclosed in the "Risks and Uncertainties" section in the Annual MD&A. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the Forward-looking Statements herein, and that the assumptions underlying such statements may prove to be incorrect.

Forward-looking Statements in this MD&A involve known and unknown risks, uncertainties and other factors that may cause the Company's actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by Forward-looking Statements. All Forward-looking Statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on Forward-looking Statements. The Company undertakes no obligation to update publicly or otherwise revise any Forward-looking Statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more Forward-looking Statements, no

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WESTWARD GOLD INC. (FORMERLY IM EXPLORATION INC.)

Management's Discussion and Analysis

For the Year Ended March 31, 2022

Dated - July 26, 2022

inference should be drawn that it will make additional updates with respect to those or other Forward-looking Statements, unless required by law.

Description of Business

The Company was incorporated under the name "Prize Exploration Inc." pursuant to the Canada Business Corporations Act on April 19, 2017. The Company's registered office and head office is located at 1055 West Georgia Street, Suite 1500, Vancouver, BC, V6E 4N7. On February 14, 2019, the Company changed its name from Prize Exploration Inc. to IM Exploration Inc. On October 5, 2021, the Company changed its name from IM Exploration Inc. to Westward Gold Inc.

The Company's principal business carried on and intended to be carried on is mineral exploration. The Company focused initially on the exploration and development of the Mulloy Property located in Rowlandson Township, Porcupine Mining Division, District of Cochrane, Ontario, and now is primarily focused on the exploration and development of the Toiyabe Gold Property located in Lander County, Nevada, USA, the Turquoise Canyon Property located in Lander County, Nevada, USA, and the East Saddle Property located in Lander County, Nevada, USA (the four (4) properties herein collectively referred to as the "Properties").

On December 9, 2020, the Company staked a total of 104 cells adjoining the Mulloy Property, covering approximately 2,160 hectares. These claims included significant gold anomalies from the historical Auden property, which was owned by GTA Resources and Mining Inc. until 2018.

On April 21, 2021, the Company, Starcore International Mines Ltd. (TSX: SAM) ("Starcore"), and Minquest Ltd. ("Minquest") entered into a binding agreement (the "Assignment Agreement"), whereby the Company assumed Starcore's obligations and rights to acquire a 100% interest in the Toiyabe Property from Minquest.

On June 2, 2021, the Company purchased Golden Oasis Exploration ("GOE"), a private Nevada-incorporated company, from American Consolidated Minerals Corp., a wholly-owned subsidiary of Starcore, for US$100,000 ($121,453) in cash. GOE holds the exploration permits and a reclamation bond with the U.S. Bureau of Land Management ("BLM") with respect to the Toiyabe Property.

On July 5, 2021, the Company completed the acquisition of Momentum Minerals Ltd. ("Momentum"), a company incorporated under the laws of the Province of British Columbia, Canada, pursuant to the terms of the amalgamation agreement dated June 16, 2021, amongst the Company, the Company's wholly-owned subsidiary, 1307605 B.C. Ltd. ("WG Subco"), incorporated for the purpose of completing the acquisition, and Momentum (the "Momentum Transaction"). Momentum (now a WG subsidiary) is earning into a 100% ownership position in the Turquoise Canyon Property through an option agreement with First Mining Gold Corp. ("First Mining"). The Turquoise Canyon Property is contiguous with, and immediately east of, the Company's Toiyabe Property. Momentum, through its wholly-owned subsidiary Turquoise Canyon Corp. ("TCC"), also has a 100% ownership position in nine unpatented mining claims situated between the Turquoise Canyon Property and the Toiyabe Property (the "Momentum Claims"). The Momentum Claims are not subject to any future obligations related to the option agreement with First Mining.

The Momentum Transaction was completed by way of a three-cornered amalgamation under the Business Corporation Act (British Columbia) amongst the Company, Momentum and WG Subco. Pursuant to the Momentum Transaction, Momentum amalgamated with WG Subco and the holders of shares of Momentum received 0.6 of a common share of WG for every one Momentum common share. The Company issued 19,817,400 common shares to shareholders of Momentum as consideration for all of the outstanding Momentum shares pursuant to the Momentum Transaction. The amalgamated company (operating as Momentum Minerals Ltd.) became a wholly-owned subsidiary of the Company. The Company also issued 240,000 replacement options to a Momentum option holder, allowing such holder to purchase the Company's common shares at a price of $0.167 up until April 14, 2026. No finder's fees were paid in connection with the Momentum Transaction.

On December 21, 2021, the Company acquired the East Saddle Property through the staking of 101 unpatented mining claims registered with the BLM. The East Saddle Property lies immediately south of, and contiguous with, both the Toiyabe Property and the Turquoise Canyon Property. Of the 101 total claims, 83 fall within a defined area of interest as it relates to the Toiyabe Property (the "Toiyabe AOI"). Per the option agreement between Westward and Minquest, the claims within the Toiyabe AOI have been registered under Minquest ownership and are subject to the same terms and conditions as the Toiyabe Property. The 18 remaining

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WESTWARD GOLD INC. (FORMERLY IM EXPLORATION INC.)

Management's Discussion and Analysis

For the Year Ended March 31, 2022

Dated - July 26, 2022

claims are 100% owned by the Company and registered under its wholly-owned U.S. subsidiary TCC.

From time to time the Company may also evaluate other mining properties and opportunities.

Overall Performance and Outlook

The Company has no sources of revenue, so its ability to ensure continuing operations is dependent on it completing the acquisition of its mineral property interests, its ability to obtain necessary financing to complete exploration activities thereon, and ultimately, development of, and future profitable production from, its mineral property interests.

As at March 31, 2022, the Company had working capital of $2,563,609 (2021 - $1,189,965). The Company had cash and cash equivalents of $2,525,682 (2021 - $1,191,299). Working capital and cash and cash equivalents increased during the year ended March 31, 2022, primarily due to cash raised in recent financings.

The Company believes that it has sufficient capital to meet its ongoing operating expenses, and to continue exploring the Properties; however, additional funding will be required to complete all of its near-term work plans (including drilling). Management may increase or decrease budgeted expenditures depending on exploration results and the general economic environment. See "Liquidity and Capital Resources" below.

On April 21, 2021, the Company issued 4,100,000 common shares at a price of $0.24 per common share to Starcore, as consideration for them entering into the Assignment Agreement on the Toiyabe Property.

On May 12, 2021, certain warrant holders exercised 347,000 warrants, each entitling the holder to receive one common share of the Company, at an exercise price of $0.10 per common share, for proceeds to the Company of $34,700, and accordingly, the Company reallocated $18,218 of reserves to share capital.

On July 5, 2021, the Company issued 19,817,400 common shares valued at $4,062,567 pursuant to the Momentum Transaction.

On August 20, 2021, the Company issued 310,889 common shares valued at $48,188 to complete its second anniversary payment to First Mining pursuant to its option agreement on the Turquoise Canyon Property.

On February 28, 2022, the Company completed a non-brokered private placement by issuing 20,684,636 units at a price of $0.12 per unit, for gross proceeds of $2,482,156. The intended use of proceeds was primarily funding the inaugural 4,000m RC drill campaign scheduled to begin in June 2022. Funds will also be used for general working capital requirements and corporate overhead. Each unit was comprised of one common share and one common share purchase warrant, with each warrant entitling the holder to purchase one additional common share for 36 months from the closing date of the private placement, at an exercise price of $0.20 per common share. The Company can accelerate the expiry of the warrants if the closing price of the common shares on the CSE exceeds $0.40 for 10 consecutive trading days at any time after the four-month anniversary of the issuance. The warrants will expire 30 business days following the date a press release is issued by the Company announcing the accelerated warrant term. No value has been allocated to the warrants issued.

The Company's current primary business objective is to explore the Toiyabe Property, the Turquoise Canyon Property, and the East Saddle Property. The Company, Starcore, and Minquest entered into the Assignment Agreement on April 21, 2021, whereby the Company assumed Starcore's obligations and rights to acquire a 100% ownership interest in the Toiyabe Property from Minquest (see "Exploration and Properties" below). The Company completed the Momentum Transaction on July 5, 2021, through which it acquired the option to earn in to a 100% ownership interest in the Turquoise Canyon Project pursuant to an option agreement with First Mining. The Company acquired the East Saddle Property through the direct staking of 101 unpatented mining claims; of the 101, 18 are currently 100% owned by Westward, with the Company having the right to acquire a 100% ownership in the remaining 83 by satisfying the remaining obligations due under the Toiyabe option agreement.

The Company also has an option to acquire a 90% undivided interest in the Mulloy Property in Ontario, Canada, by making certain payments and completing a feasibility study (see "Exploration and Properties" below).

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Westward Gold Inc. published this content on 28 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 July 2022 15:46:12 UTC.